NovaQuest Co-Investment Fund XV, L.P. - Sep 28, 2022 Form 4 Insider Report for IDERA PHARMACEUTICALS, INC. (IDRA)

Role
Director, Other*
Signature
/s/ S. Halle Vakani, Attorney-in-Fact for NQ POF V GP, Ltd., General Partner of NovaQuest Co-Investment Fund XV, L.P.
Stock symbol
IDRA
Transactions as of
Sep 28, 2022
Transactions value $
$0
Form type
4
Date filed
10/3/2022, 06:06 PM
Next filing
Jan 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IDRA Series X Preferred Stock Other +5 5 Sep 28, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IDRA Warrant Other +1.34M 1.34M Sep 28, 2022 Common Stock 1.34M $0.46 Direct F2, F3
transaction IDRA Warrant Other +14.1K 14.1K Sep 28, 2022 Series Z Preferred Stock 14.1K $460.00 Direct F2, F3
transaction IDRA Series Z Preferred Stock Other +14.1K 14.1K Sep 28, 2022 Common Stock 14.1K Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 28, 2022, Issuer completed its merger ("Merger") with Aceragen, Inc. ("Aceragen"), in accordance with the terms of that certain Agreement and Plan of Merger, dated September 28, 2022 (the "Merger Agreement"). In connection with the Merger, NovaQuest Co-Investment Fund XV, L.P. ("NovaQuest") received five shares of Issuer non-voting, non-convertible Series X Preferred Stock in exchange for five shares of Aceragen Series X Preferred Stock.
F2 NQ POF V GP, Ltd. ("NovaQuest GP") has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.
F3 Pursuant to the Merger Agreement, NovaQuest received a warrant to purchase (i) 1,343,547 shares of Issuer Common Stock and (ii) 14,115 shares of Issuer non-voting, convertible Series Z Preferred Stock, in exchange for a warrant to purchase 618,800 shares of Aceragen common stock.
F4 Represents Issuer Series Z Preferred Stock issuable upon the exercise of the warrant reported in (3) above.
F5 Contingent upon stockholder approval of the conversion of Issuer Series Z Preferred Stock into shares of Issuer Common Stock, each share of Issuer Series Z Preferred Stock is convertible into 1,000 shares of Issuer Common Stock, at any time at the option of the holder thereof, subject to certain limitations.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that Ronald J. Wooten serves on the board of directors of Issuer and is also a member of the investment committee of NovaQuest GP, which is the general partner of NovaQuest. NovaQuest GP has the power to vote and dispose of any securities directly owned by NovaQuest. NovaQuest GP's investment committee makes voting and investment decisions regarding securities held by NovaQuest. NovaQuest GP disclaims beneficial ownership of any securities held by NovaQuest except to the extent of its pecuniary interest therein.